FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KNUDSON MARK B 		2. Issuer Name and Ticker or Trading Symbol

Restore Medical, Inc. [ REST ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2800 PATTON ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/16/2008
(Street)

ST. PAUL, MN 55113
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/16/2008     D    2011   D   (1) 0   D    
Common Stock   7/16/2008     D    810141   D   (1) 0   I   Venturi I, LLC   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy)   $0.02   7/16/2008     D        410    12/9/2003   (3)   (3) Common Stock   410     (3) 0   D    
Stock Option (right to buy)   $8.00   7/16/2008     D        30000      (4) 5/16/2016   Common Stock   30000     (4) 0   D    
Stock Option (right to buy)   $1.10   7/16/2008     D        40000    6/12/2000   (5) 6/12/2010   Common Stock   40000     (5) 0   D    
Stock Option (right to buy)   $2.08   7/16/2008     D        12500    5/15/2008   (4) 5/15/2017   Common Stock   12500     (4) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the merger agreement among Medtronic, Inc., MRM Merger Corporation and Restore Medical, Inc. in exchange for $1.60 per share in cash on the effective date of the merger.
( 2)  Dr. Knudson is a member of Venturi I, LLC. Dr. Knudson disclaims beneficial ownership of the shares by Venturi, LLC except the extent of his proportionate pecuniary interest therein.
( 3)  This warrant was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $647.80, representing the difference between the exercise price of the warrant and the merger consideration per share ($1.60) multiplied by the total number of shares underlying the warrant.
( 4)  This option was canceled in the merger with Medtronic, Inc. and no cash payment was received because the exercise price of the option was greater than the merger consideration per share ($1.60).
( 5)  This option was canceled in the merger with Medtronic, Inc. in exchange for a cash payment of $20,000, representing the difference between the exercise price of the option and the merger consideration per share ($1.60) multiplied by the total number of shares underlying the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KNUDSON MARK B
2800 PATTON ROAD
ST. PAUL, MN 55113 		X



Signatures
/s/ Christopher Geyen, Attorney-in-Fact for Mark Knudson 7/16/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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